SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PRIORITY HEALTHCARE CORPORATION
(Name of Issuer)
CLASS B COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
74264T 10 2
(CUSIP Number)
William E. Bindley
8909 Purdue Road
INDIANAPOLIS, IN 46268
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 31, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
(Continued on following page(s))
<PAGE>
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 74264T 10 2
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
William E. Bindley, I.R.S. Id. No. ###-##-####
2. Check the appropriate box if a member of a group
Not applicable
3. SEC Use Only
4. Source of Funds
For the shares of Class B Common Stock held by Mr. Bindley, PF
The shares of Class A Common Stock were not acquired by purchase but
rather were obtained in a spin-off distribution of shares of Class A
Common Stock held by Bindley Western Industries, Inc. to its
shareholders
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
Not applicable
6. Citizenship or Place of Organization
United States of America
<PAGE>
7. Sole Voting Power
1,985,795 shares{(1)}
8. Shared Voting Power
28,925 shares{(2)}
9. Sole Dispositive Power
1,985,795 shares{(1)}
10. Shared Dispositive Power
28,925 shares{(2)}
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,014,720 shares{(3)}
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]{(4)}
13. Percent of Class Represented by Amount in Row (11)
46.7%{(5)}
14. Type of Reporting Person
IN
__________________
(1) Includes 1,980,795 shares of Priority Healthcare Corporation ("PHC")
Class A Common Stock and 5,000 shares of PHC Class B Common Stock. Both
PHC Class A and Class B Common Stock entitle holders thereof to the same
rights and privileges, except holders of PHC Class A Common Stock are
entitled to three votes per share and holders of PHC Class B Common Stock
are entitled to one vote per share. The holders of PHC Class A Common
Stock and PHC Class B Common Stock generally vote together as a single
class on all matters submitted to a vote of holders of PHC Common Stock.
Any holder of shares of PHC Class A Common Stock may request to convert
any or all of its shares of PHC Class A Common Stock into shares of PHC
Class B Common Stock at any time on a one-for-one basis. PHC Class A
Common Stock will automatically convert into PHC Class B Common Stock on
a one-for-one basis upon certain transfers.
(2) Consists of 28,925 shares of PHC Class A Common Stock. See footnote (1)
above for a description of the terms of PHC Class A Common Stock.
(3) Includes 2,009,720 shares of PHC Class A Common Stock and 5,000 shares of
PHC Class B Common Stock. See footnote (1) above for a description of
the terms of the PHC Class A and Class B Common Stock.
(4) Mr. Bindley disclaims ownership of 2,000 shares held by his spouse.
(5) This percentage is calculated assuming only Mr. Bindley's shares of PHC
Class A Common Stock were converted into PHC Class B Common Stock. If
all outstanding shares of PHC Class A Common Stock were converted into
PHC Class B Common Stock, the percentage would be 16.1%.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates
is the Class B Common Stock, $.01 par value, of Priority Healthcare
Corporation, an Indiana corporation ("PHC"), whose principal
executive offices are located at 285 West Central Parkway, Suite
1704, Altamonte Springs, Florida 32714. This Schedule 13D also
reports Mr. Bindley's ownership of PHC Class A Common Stock, $.01
par value. Both PHC Class A and Class B Common Stock entitle
holders thereof to the same rights and privileges, except holders
of PHC Class A Common Stock are entitled to three votes per share
and holders of PHC Class B Common Stock are entitled to one vote
per share. The holders of PHC Class A Common Stock and PHC Class B
Common Stock generally vote together as a single class on all
matters submitted to a vote of holders of PHC Common Stock. Any
holder of shares of PHC Class A Common Stock may request to convert
any or all of its shares of PHC Class A Common Stock into shares of
PHC Class B Common Stock at any time on a one-for-one basis. PHC
Class A Common Stock will automatically convert into PHC Class B
Common Stock on a one-for-one basis upon certain transfers.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: William E. Bindley
(b) Business Address: 8909 Purdue Road, Indianapolis, Indiana
46268
(c) Present Principal Occupation: Chairman of the Board, President
and Chief Executive Officer of Bindley Western Industries, Inc., a
distributor of pharmaceuticals and related products, 8909 Purdue
Road, Indianapolis, Indiana 46268
(d) Criminal Proceedings: Not applicable
(e) Securities Law Proceedings: Not applicable
(f) Citizenship: United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Bindley used personal funds to purchase all 5,000 shares of the
PHC Class B Common Stock which he owns for an aggregate purchase
price of $72,500. The shares of PHC Class A Common Stock which Mr.
Bindley owns were not acquired by purchase, but rather were
obtained in a spin-off distribution of shares of Class A Common
Stock held by Bindley Western Industries, Inc. to its shareholders.
ITEM 4. PURPOSE OF TRANSACTION.
As a shareholder of PHC, Mr. Bindley does not have any plan or proposal
which relates to or would result in: the acquisition by any person of
additional securities of PHC, or the disposition of securities of PHC,
an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving PHC or any of its subsidiaries, a sale or
transfer of a material amount of assets of PHC or any of its
subsidiaries, any change in the present board of directors or management
of PHC, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, any material
change in the present capitalization or dividend policy of PHC, any
other material change in PHC's business or corporate structure, changes
in PHC's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of PHC by any
person, causing a class of securities of PHC to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association, a class of equity securities of PHC becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act, or
any action similar to any of those enumerated above.
Notwithstanding the foregoing, Mr. Bindley will continue in his position
as a Director of PHC and as PHC's Chairman of the Board. In such
capacities, Mr. Bindley will approve such matters and take such actions
as he deems to be in the best interests of PHC, which matters and
actions could potentially involve the items set forth in the preceding
paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Number and percentage beneficially owned: 2,014,720 shares
{(1)}; 46.7%{(2)}
(b) Number of shares to which such person has:
(i) sole power to vote or to direct the vote:
1,985,795 {(3)}
(ii) shared power to vote or to direct the vote:
28,925 {(4)(5)}
(iii)sole power to dispose or to direct the disposition of:
1,985,795 {(3)}
(iv) shared power to dispose or to direct the disposition of:
28,925 {(4)(5)}
(c) Certain Other Transactions: Not applicable
(d) Interest of Certain Other Persons: Not applicable
(e) Ownership of Five Percent or Less of a Class: Not applicable
__________________
(1) Includes 2,009,720 shares of Priority Healthcare Corporation ("PHC")
Class A Common Stock and 5,000 shares of PHC Class B Common Stock. Both
PHC Class A and Class B Common Stock entitle holders thereof to the same
rights and privileges, except holders of PHC Class A Common Stock are
entitled to three votes per share and holders of PHC Class B Common Stock
are entitled to one vote per share. The holders of PHC Class A Common
Stock and PHC Class B Common Stock generally vote together as a single
class on all matters submitted to a vote of holders of PHC Common Stock.
Any holder of shares of PHC Class A Common Stock may request to convert
any or all of its shares of PHC Class A Common Stock into shares of PHC
Class B Common Stock at any time on a one-for-one basis. PHC Class A
Common Stock will automatically convert into PHC Class B Common Stock on
a one-for-one basis upon certain transfers.
(2) This percentage is calculated assuming only Mr. Bindley's shares of PHC
Class A Common Stock were converted into PHC Class B Common Stock. If
all outstanding shares of PHC Class A Common Stock were converted into
PHC Class B Common Stock, the percentage would be 16.1%.
(3) Includes 1,980,795 shares of PHC Class A Common Stock and 5,000 shares of
PHC Class B Common Stock. See footnote (1) above for a description of
the terms of the PHC Class A and Class B Common Stock.
(4) Consists of 28,925 shares of PHC Class A Common Stock. See footnote (1)
above for a description of the terms of PHC Class A Common Stock.
(5) These shares are held by the Bindley Family Foundation, Inc. (the "BFF")
and the J.T. Foundation, Inc. (the "JTF"). In the case of BFF, Mr.
Bindley shares voting and dispositive power with 3 other directors, whose
names and principal occupations are: Blair Scott Bindley (writer),
Sally A. Bindley (Director-Corporate Communications and Community Affairs
for Bindley Western Industries, Inc.) and William F. Bindley, II
(President of Heartland Films, Inc.). In the case of JTF, Mr. Bindley
shares voting and dispositive power with two other directors, whose names
and principal occupations are: Mary Ann Bindley (not applicable) and
William F. Trainor (Investment Banker for McDonald & Co.). All of the
other directors of BFF and JTF are citizens of the United States of
America and none has been subject to applicable securities law or
criminal proceedings.
_________________
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: January 4, 1999 /S/ WILLIAM E. BINDLEY
William E. Bindley
